Terms and conditions

• General & Definitions
  • Redmore will carry out activities in the field of Secondment and/or Consultancy (“Services”) for the Client, who will purchase and pay for the Services, under the conditions and provisions as stipulated in the GTC and the
  • Words in these GTC that are capitalized have the meaning as defined below both in singular and plural:

2 Object of the agreement

• These GTC are applicable to all Contracts, Assignments, proposals or any related communication regarding the secondment, temporarily employing, or offering of Consultants in the employment of or proposed by Redmore or the provision of advisory and implementation activities whereby a certain expertise is required by Redmore and its Consultants at the Client.
• In case of conflict between the General Provisions and the Special Provisions, the Special Provisions prevail.
• Redmore explicitly rejects the applicability of any general terms and conditions of the Client, or of a third party to a Contract or the negotiations on it. Any general terms and conditions in the Client’s order or order confirmation, invoice, or other document or correspondence provided to Redmore are not applicable to and do not affect the Contract or any negotiations thereof.
• Deviations from and additions to these GTC only apply if confirmed in writing by Redmore.

3 Acceptance of the Contract

• The information as stated in proposals which are issued by Redmore or their employees is only indicative and in no way binding. Prices and other conditions which are indicated are only intended as a non-binding invitation to enter into negotiations and are not an offer in the legal sense, unless these are signed by authorised persons to that effect. Unless stipulated otherwise, binding offers issued by Redmore have a validity period of 30 calendar days.
• Upon acceptance of a binding offer, Redmore commits itself to perform the activities as described in the relevant Assignment and in conformity with the conditions of these GTC. The Client hereby commits himself to pay the agreed Fee. The Assignment will in principle be agreed between Parties by their authorised persons (“Order Confirmation”).

4 Duration

• The Assignment is entered into for the period of time that results from the nature of the Assignment and/or is stipulated in the Order Confirmation.
• If an execution period or end date has been agreed upon for the completion of certain activities within the duration of an Assignment, this is never a strict deadline. If the execution period, or end date, is exceeded, a written notice of default is always required before default occurs.
• An Assignment for a fixed period is entered into for:
  1. a period established in advance, with an established start and end date; or
  2. an objective or result established in advance, whereby the realisation of said objective or result brings the assignment to an end; or
  3. a period to be further established which in any case does not exceed the final expiry date.

5 Termination of the Assignment

• The Assignment for a fixed period ends by law and save for further provisions in these GTC and the Contract cannot be terminated prematurely.
• The Assignment for an indefinite time can be terminated by each of the Parties in writing, with due regard of a notice period of at least one month.
• Each Party has the right in any case to terminate the Assignment with immediate effect in writing, without leading to the entitlement of a Party to compensation of damages, if:
  1. the other Party is in a state of bankruptcy;
  2. the other Party applies for, or is granted temporary suspension of payment;
  3. (the organisation of) the other Party is liquidated;
  4. the other Party is not providing or performing its obligations from the Contract for at least 30 days due to force majeure;
  5. a situation occurs which can be further specified in the Assignment.

6 Fee and payment

• The Fee will not be reduced during an Assignment. If the Client indicates he wishes to extend or renew the Assignment, Redmore has the right to re-negotiate the Fee. Redmore is allowed to adjust the Fee once per year with a percentage with a minimum of the index rate (from statistics institute CBS) regarding union contracts (CAO) for professional service providers per month, including special remunerations, total CAO sectors.[1]
• The Fee does not include VAT or other taxes.
• Save in case of force majeure, as further described in article 10 of these GTC, the situation that no activities can be conducted, just as the lack of activities to be conducted, lies in the sphere of risk of the Client. In such a situation, the Client remains under the obligation to pay the agreed Fee and is not authorised to suspend the agreement. It is not relevant, thereby, whether the Consultant is subject to an attendance obligation during this period.
• The Client is bound at all times to pay the invoices submitted by Redmore within fourteen (14) days after receipt. If the invoice is not settled within this period, the Client is legally in default from the day following the expiry date for payment, without any prior default notice. In case of default of the Client, Redmore has the right to bill the statutory interest as referred to in article 6:119a of the Dutch Civil Code, as well as the judicial and extrajudicial costs which were incurred to proceed with the collection of the Fee.
• The correctness of an invoice submitted by Redmore is assumed if the Client has not objected to the correctness of the invoice within the payment period.
• With regard to the Services provided by Redmore and the Fee relating thereto, the data from the records of Redmore provide complete proof, without prejudice to the legal right of the Client to prove the contrary.
• The Client is not entitled to suspend any payment or to settle amounts due.

7 Performance and Liability

• The Services are carried out by Redmore, or by the Consultant, by order of and at the expense and risk of the Client. Redmore and its Consultant are never liable for (not achieving) result commitments which are applied internally at a Client.
• Redmore’s liability for the incorrect or incomplete carrying out of activities or for not or incompletely delivering results, is limited to the repairing, restoring, delivering, or correcting of the activities or results.
• Save in case of intent or gross negligence and notwithstanding article 7.2, the liability of Redmore, both directly and under indemnification, is limited to direct damage as a consequence of an attributable breach or delay up to the amount of €500,000 per event and up to €1,000,000 per year, whereby an interrelated series of events is considered as one and the same event.
• Consequential damage, lost profits, missed savings and reputation damage are in no case regarded as direct damage.
• One year after the day that the Services (or part thereof) are delivered, the right of the Client to claim damages from Redmore for any attributable breach expires.

8  Place of the activities and tools

• In case the activities are performed at the Client’s location, the Client guarantees that;
  1. The location, i.e. workplace (in the widest sense of the term) at the Client, where the activities are conducted and all tools which are reasonably required and have been made available by the Client are at least compliant with the safety standards pursuant to article 7:658 section 1 of the Dutch Civil Code and with the requirements pursuant to the applicable legislation and regulations regarding labour conditions;
  2. All tools which are reasonably required to carry out the activities, such as IT-tools and possibly an access card will be provided to the Consultant free of charge.

9 Non-disclosure

• Redmore and the Client commit themselves to total confidentiality with regard to all information of which they have received (written and/or verbal) directly or indirectly in the context of the Assignment. The information may not be used differently than for the purpose the information was provided for.
• Both Parties make sure that this confidential information is not disclosed in any manner to third parties, unless, and in such case to the extent that, the provision of this information to a third party is necessary for the purpose of the Assignment or if a legal obligation to this effect pertains.
• Redmore undertakes that the Consultant is bound by a confidentiality obligation that is equivalent to the confidentiality obligation as laid down above in articles 9.1 and 9.2.
• What is stipulated in the preceding applies during the effective time of the Contract and shall survive for a two-year period following its termination.

10 Force majeure

• Parties are (temporarily) not held to perform their obligations arising from the Contract if this is (temporarily) rendered impossible, or if performance can no longer reasonably be expected, as a result of force majeure. For the avoidance of doubt: if and to the extent Redmore or the Consultant is unable to carry out the activities due to force majeure, the Client will not be obliged to pay the Fee. The Client remains bound to pay the Services already provided by Redmore.
• Force majeure is a situation in which one of the Parties cannot comply with one or more obligations from the Contract as the result of an event which, by standards of reasonableness and fairness, lies outside its sphere of influence. The term force majeure comprises in any case, though is not limited to, strikes and absenteeism by staff, storm, fire, prolonged power outage, malfunctions in the telecom infrastructure, cyber-attacks, changing legislation and other government measures.
• In case of termination due to force majeure, as arranged for in article 3.d of these GTC, the Parties do not owe each other any compensation for damage.

11 Data Protection

• Parties declare that during the performance of the Contract they will act with due regard for all applicable legislation and regulations in the field of the protection of personal data, especially the General Data Protection Regulation (‘Algemene verordening gegevensbescherming’ (GDPR)). Parties can both be considered data controller with regard to the processing of personal data for their own purposes. The Client indemnifies Redmore against damage which Redmore incurs due to non-compliance with said legislation and regulations.
• The Client will not request from or send to Redmore any personal data, which are not required for the Services.
• If the Services comprise an act of processing of personal data (under the control and instructions of the Client), Redmore will, in the capacity of data processor, take appropriate technical and organisational measures to secure the personal data which have been obtained from the Client in the sense of and in conformity with the GDPR.

12 Audits

• The Client has the right under condition of providing prior notice a reasonable period in advance, to carry out an audit at Redmore. Audits take place no more often than once per calendar year, during the office hours which are customarily applied at Redmore.
• The costs for conducting the audit are borne by the
• To the extent Redmore has a NEN 4400-certification, Redmore will, at the request of the Client, periodically provide a copy of its certificate to demonstrate that it meets its obligations with regard to the declaration and payment of wage tax, turnover tax and social insurance premiums.

13 Applicable law and competent court

• The Contract is exclusively governed by and construed in accordance with the laws of the Netherlands.
• In the event of disputes each Party is free to seek out the competent court if it proves impossible to reach an agreement by way of prior consultation. In any case a dispute can be submitted to the court of law of Midden-Nederland Location Utrecht.

14 Final provisions

• If one or more provisions of these GTC are void, annullable, or unenforceable, this does not affect the other provisions of these GTC, Order Confirmation or other agreement which governs the performance by Redmore and its Client. The provision which is not legally valid or which is not legally enforceable will be replaced by a provision which is as much as possible in conformity with the original intent of the Parties.
• Redmore has the right to amend these GTC. If Redmore wishes to make use of this right, it will shall inform the Client of the intended amendments in writing as quickly as possible. The Client is assumed to have accepted all amendments to the GTC if, within 1 month of being notified by Redmore, it has not made its objections known to Redmore in writing.

Special Provisions Secondment

• The Consultant
  • Redmore aims to ensure that the Consultant is compliant, and, at least for the duration of the Assignment, will continue to comply, with the Qualifications.
  • Redmore guarantees that the Consultant has undergone a pre-employment screening within four weeks following employment or at least within two weeks after the start of the activities established in the Contract.
  • The Consultant carries out the Assignment under the direction and supervision of the Client. The Client itself is responsible for providing correct instructions and the possible control and monitoring of the correct performance and execution of the activities.
  • The deployment and activities of the Consultant are limited to what is agreed prior to or after the start of the Assignment by mutual agreement between Redmore and the Client. The hiring of the Consultant to a third party or deployment of the Consultant abroad is only possible if Redmore has granted its explicit written consent for this.
  • If the Consultant is self-employed, Redmore will take care of diligent hiring, assured by a sound hiring agreement, whereby the self-employed party is assessed for economic independence and entrepreneurship.

16 Execution of the Assignment for Secondment

• For Secondment, the nature and content of the Assignment are determined and described by the Client.
• Unless a sufficiently specific result to be obtained is determined beforehand and agreed in writing, Redmore provides the Services on the basis of an obligation of effort and does not guarantee any results.
• Redmore is never liable for damage caused as a result of an incorrect instruction or a lack of or improper performance of direction and supervision by the Client.
• The Client is liable for, and will indemnify Redmore against, all damages and costs which the Consultant incurs in the context of the conducting of his activities, if and to the extent that the Client and/or Redmore (possibly) are liable for this pursuant to the law, specifically on grounds of, though not limited to, the provisions regarding labour conditions and the liability of the employer as stipulated in Volume 7 of the Dutch Civil Code (including in any case article 7:611 and article 7:658). The Client also has the obligation to compensate damages which a Consultant suffers in case of the damaging or loss of materials belonging to him and which was used in the context of the Assignment.
• Parties strive to describe the following elements, to the extent relevant, in an Assignment:
  1. the nature and content of the activities;
  2. the period (start date and end date) and number of working hours;
  3. the location where the activities are normally conducted;
  4. the name of the Consultant to be deployed by Redmore;
  5. the Fee to be paid;
  6. possible option to extend.

17 Non-solicitation Consultant

• The Client and its affiliated companies are not allowed during the Assignment – also including the time between the moment of adoption of the Assignment and the start of the provision of the Services – to enter into an employment agreement with a Consultant or to have a Consultant carry out activities on grounds of another type of agreement. Upon violation of article 1 of these GTC, the Client owes an immediately payable fine to Redmore in the amount of EUR 50,000 per violation, increased by EUR 5,000 for every day that the violation continues. This does not affect the right of Redmore to demand full legal damages from the Client.
• It is only permitted to the Client and its affiliated companies under the condition of payment of a compensation (as described in the following in article 2) to Redmore within eighteen (18) months after termination of the Assignment, to enter into an employment contract with a Consultant or to have him carry out activities on grounds of another type of agreement. The amount of this compensation is at least the higher sum of 30% of the total Fee which – with regard to the full duration of the Assignment – is owed by the Client regarding the applicable Consultant or 30% of the last fixed annual salary of the applicable Consultant. The Client owes VAT over this compensation. This compensation is considered between Redmore and the Client to be a reasonable compensation as intended in article 9a lid 2 of the Placement of Personnel by Intermediaries Act (WAADI: ‘Wet allocatie arbeidskrachten door intermediairs’). If the Client wishes to approach a Consultant, he will communicate this to Redmore beforehand.
• Contrary to what is stated above, in case Temp to Perm is agreed by the Parties, the Client is permitted to enter into an employment agreement or other type of labour agreement, with the Consultant free of charge after an Assignment or series of Assignments within an agreed period of time.

18 Replacement

• In the following situations, Redmore will take care of the replacement of a
  1. If the Client indicates with proper motivation that it no longer wishes the Services of a specific Consultant, it discusses the matter with Redmore. If after this consultation, it is decided by both Parties to remove the Consultant from the Assignment, Redmore will make available a substitute for the Assignment within 10 working days. This substitute will at least meet the same Qualifications as the replaced Consultant, or at least has such Qualifications as were established beforehand. The agreed rate is thereby maintained.
  2. If it is expected that a Consultant cannot be deployed for a longer period due to illness, personal circumstances, or circumstances other than regular leave, Redmore will propose a substitute on its own initiative.
  3. If the (employment) relationship between Redmore and a Consultant ends during an Assignment, Redmore will propose a substitute on its own initiative.

19 Hours and registration

• The Client bears responsibility for the control and internal registration of hours worked by the
• Unless agreed otherwise in writing, invoicing takes place on the basis of time sheets which are filled out by the Consultant and approved by the Client in writing. The responsibility for the correctness of the time sheets offered by the Consultant lies with the Client from the moment of approval.
• If the Client demands more working hours on a day from the Consultant than was agreed in the Assignment, or outside the established hours and days, Redmore is entitled to bill an overtime surcharge for this in addition to the agreed Fee, which is equal to the overtime surcharge which is paid out to the own staff of the Client. This surcharge will in any case not be lower than 25% over the first 2 hours of overtime after an 8-hour working day or 50% counting from the third hour after an 8-hour working day or during weekends and holidays.
• Hours not worked due to illness absenteeism, nationally recognised holidays and/or leave of the Consultant are at the expense of Redmore and will not be passed on to the Client. In addition, the Client has the right upon the start of the Assignment or timely to indicate a maximum of 2 days per year on which no Services are required from the Consultant. This time will not be charged by Redmore to the Client either.
• Costs for business trips or other work-related travels, whether domestic or international, required by the Client are not included in the Fee. The time a Consultant spends on such travels is also borne by the Client.

20 Intellectual property

• The intellectual property rights of the data, results, instructions, reports and documents produced by Redmore in the context of the Assignment for Secondment Services, and of the information contained in there, lie with the Client. To the extent possible and required, Redmore will transfer all rights of intellectual property which result from the Assignment for Secondment Services to the

Consultancy

• Implementation of the Contract for Consultancy
  • For Consultancy, Parties will determine the activities jointly.
  • Redmore is entitled, after consultation with the Client, to replace a Consultant, provided the continuity of the activities and the required expertise are maintained at all times.
  • Parties strive to describe the following elements, to the extent relevant, in an Assignment:
    1. the nature and content of the activities;
    2. the period (start date and end date);
    3. the result(s) to be achieved;
    4. the Fee payable.

22 Non-solicitation Consultant

• The Client and its affiliated companies are not permitted to enter into an employment agreement or any other type of labour agreement (other than the Assignment) with the Consultant during or after termination of the Assignment, without the prior permission from Redmore.
• If the Client is in violation of what is stipulated in section 1 of this article, the Client owes Redmore an immediately payable penalty of the amount of €50,000 per violation and €5,000 per day that the violation continues. This does not affect the right of Redmore to demand full legal damages from the Client.

23   Intellectual property

• All rights of intellectual property on software, devices, or other material such as analyses, tools, (calculation) models, designs, reports, quotations, as well as preparatory material thereof developed by Redmore independently or developed in the context of the Assignment for Consultancy (“Redmore IP”), lie exclusively with Redmore, their licensors and/or their The Client solely obtains the non-exclusive right to the use of Redmore IP as established in an Assignment or resulting from that Assignment. Without the explicit consent of Redmore, Redmore IP may in no manner be multiplied, transferred, given for perusal or in sub-license to third parties and/or be used in violation of any other intellectual property right.
• Redmore reserves the right to use the knowledge gained through the performance of the activities for other purposes, provided that no confidential information from the Client is disclosed to third parties
• If the Client is in violation of what is stipulated in section 1 of this article, the Client owes Redmore an immediately payable penalty of the amount of €50,000 per violation and €5,000 per day that the violation continues. This does not affect the right of Redmore to demand full legal damages from the Client.

24  Retention of title

• All materials supplied by Redmore, including designs, sketches, drawings, films, software, (electronic) files etc., remain the property of Redmore until the Client has fulfilled all obligations under the Assignment.
• The Client is not authorised to pledge the materials subject to retention of title, nor to encumber them in any way.
• If any third party seizes materials delivered under retention of title, or wish to establish or enforce rights thereon, the Client is obliged to immediately inform Redmore.
• In the event that Redmore wishes to exercise its property rights as referred to in this article, the Client now gives unconditional and irrevocable permission to Redmore or third parties to be designated by it to enter all those places where Redmore’s materials are located and take the materials (back).

25  Acceptance of the Deliverables

• If an Assignment sets a clear result or results to be achieved (“Deliverables”), Redmore will deliver the Deliverables in the form and in the manner which is established in the Assignment. If the Client does not state otherwise within 1 month after delivery of the Deliverables, it is assumed that the Deliverables have been delivered correctly. Redmore does not give any guarantees, warranties or representations for the Deliverables.
• The liability for an attributable breach of Redmore in the performance of an Assignment for Consultancy, is limited to the Fee for that specific Assignment, calculated over the 12 months prior to the breach if this amount is lower than the amount mentioned in article 7.3 of these GTC.
• In no event is Redmore liable if the Client, or a third party deployed by the Client, applies changes to the results.

26   Fixed Fee

• If Parties agree a fixed price for the Services based on a result to be achieved (“Fixed Fee”), this Fixed Fee is based on a number of assumptions as set forth by Redmore in their quotation, project-initiation document or other correspondence provided prior to the provision of services, including, though not limited to, the assumption that certain required data and other input from the Client are supplied timely and completely.
• Parties acknowledge that these assumptions constitute the basis of the Fixed Fee. Redmore may amend the amount of the Fixed Fee if the assumptions turn out not to be in accordance with the reality. In such case, Redmore will send the Client a written proposal for an alteration of the Fixed Fee, with a motivation for the applicable assumption.
• Any RFC is not included in the Fixed Fee. The compensation for this will be agreed and billed separately.

[1] CBS indexcijfer CAO lonen zakelijke dienstverlening per maand inclusief bijzondere beloningen, Totaal CAO sectoren